Purchase Accounting, Fair Value & Earn-Out Challenges Webinar

To provide participants with a practical understanding of how to determine whether a transaction is a business combination or an asset acquisition, apply the acquisition method to prepare the opening balance sheet, evaluate fair value measurements used in the purchase price allocation, account for earn-out arrangements, and incorporate current accounting developments into the acquisition-accounting process.

• Determining scope
  – Business combinations vs. asset acquisitions
  – Transaction path under US GAAP
  – Why classification matters
  – Steps for screening and analyzing a business
• Purchase accounting mechanics
  – Acquisition method
  – Deal timeline and measurement period
  – What belongs in the PPA?
  – Measurement-period governance
  – Acquired revenue contracts
  – Goodwill and bargain purchases
  – Private company alternatives
• Fair value and measuring what was acquired
  – ASC 820 fair value lens
  – Valuation methods for common PPA assets
  – Fair value control points
• Earn-out challenges
  – Contingent consideration in business combinations and asset acquisitions
  – Earn-out valuation approaches
  – Earn-out disclosures and SEC-review themes

Bill Witt, Director, Highspring

Bill Witt is a Director in the Accounting and Transaction Services (A&TS) practice at Highspring, where he specializes in advising clients on complex initial public offering (IPO) transactions, SEC filings, and technical accounting matters. With over 25 years of experience in technical accounting and financial reporting leadership, Bill is a trusted advisor to clients navigating high-stakes financial events.

His technical expertise spans a range of industries including fintech, biotechnology, and SaaS, with a proven track record supporting multiple IPOs and leading engagements involving ASC 606, lease accounting, and other critical accounting standards. Bill has developed and delivered training programs on the IPO process and technical accounting topics, positioning him as both a subject-matter expert and educator.

In addition to IPO readiness, Bill has extensive experience in financial transformation, including the optimization of close processes, the development of robust forecasting models, and the preparation of companies for complex equity and debt transactions. He is skilled in leading cross-functional teams and managing high-complexity projects involving corporate governance, post-merger integration, and strategic financial planning.

Prior to joining Highspring, Bill was a Senior Manager at Ernst & Young LLP, serving clients in both San Jose, California, and Atlanta, Georgia. He is a Certified Public Accountant (CPA) licensed in California, Georgia, and Ohio.

To provide participants with a practical understanding of how to determine whether a transaction is a business combination or an asset acquisition, apply the acquisition method to prepare the opening balance sheet, evaluate fair value measurements used in the purchase price allocation, account for earn-out arrangements, and incorporate current accounting developments into the acquisition-accounting process.

DETAILED LEARNING OBJECTIVES

• Explain the accounting treatment of transaction costs in a business combination

• Identify the minimum requirements for an acquired set to qualify as a business under ASC 805

• Apply the concentration screen when evaluating whether an acquired set constitutes a business

• Explain the accounting treatment of acquired in-process research and development in an asset acquisition

• Identify when a measurement-period adjustment is appropriate in a business combination

• Explain the recognition and measurement of acquired contract assets and contract liabilities under ASU 2021-08

• Identify valuation methods commonly used to measure acquired customer relationships

• Explain how contractual sale restrictions affect the fair-value measurement of equity securities under ASU 2022-03

• Distinguish acquisition consideration from compensation for post-combination services in an earnout arrangement

• Explain the subsequent accounting for liability-classified contingent consideration

• Identify the assets and liabilities included or excluded from the concentration-screen calculation

• Describe how the relief-from-royalty method is used to value acquired trade names and trademarks

• Explain the subsequent accounting for equity-classified contingent consideration

• Determining scope
  – Business combinations vs. asset acquisitions
  – Transaction path under US GAAP
  – Why classification matters
  – Steps for screening and analyzing a business
• Purchase accounting mechanics
  – Acquisition method
  – Deal timeline and measurement period
  – What belongs in the PPA?
  – Measurement-period governance
  – Acquired revenue contracts
  – Goodwill and bargain purchases
  – Private company alternatives
• Fair value and measuring what was acquired
  – ASC 820 fair value lens
  – Valuation methods for common PPA assets
  – Fair value control points
• Earn-out challenges
  – Contingent consideration in business combinations and asset acquisitions
  – Earn-out valuation approaches
  – Earn-out disclosures and SEC-review themes

Bill Witt, Director, Highspring

Bill Witt is a Director in the Accounting and Transaction Services (A&TS) practice at Highspring, where he specializes in advising clients on complex initial public offering (IPO) transactions, SEC filings, and technical accounting matters. With over 25 years of experience in technical accounting and financial reporting leadership, Bill is a trusted advisor to clients navigating high-stakes financial events.

His technical expertise spans a range of industries including fintech, biotechnology, and SaaS, with a proven track record supporting multiple IPOs and leading engagements involving ASC 606, lease accounting, and other critical accounting standards. Bill has developed and delivered training programs on the IPO process and technical accounting topics, positioning him as both a subject-matter expert and educator.

In addition to IPO readiness, Bill has extensive experience in financial transformation, including the optimization of close processes, the development of robust forecasting models, and the preparation of companies for complex equity and debt transactions. He is skilled in leading cross-functional teams and managing high-complexity projects involving corporate governance, post-merger integration, and strategic financial planning.

Prior to joining Highspring, Bill was a Senior Manager at Ernst & Young LLP, serving clients in both San Jose, California, and Atlanta, Georgia. He is a Certified Public Accountant (CPA) licensed in California, Georgia, and Ohio.